UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington,  D.C.  20549

                               FORM 10Q

Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended March 31, 2002

Commission File Number: 2-88927

                      FIRST KEYSTONE CORPORATION
        (Exact name of registrant as specified in its charter)


           Pennsylvania                                     23-2249083
               (I.R.S. Employer
incorporation or organization)                identification No.)


111 West Front Street, Berwick, PA          18603
(Address of principal executive           (Zip Code)
         offices)


Registrant's telephone number, including area code:  (570) 752-3671

  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                        Yes   X     No


  Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical date:

Common Stock, $2 Par Value, 2,833,727 shares as of March 31, 2002.


<PAGE>

                   PART I. - FINANCIAL INFORMATION

Item. 1  Financial Statements

<TABLE>
                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS


<CAPTION>

(Amounts in thousands, except per share data)
                                                   March       December
                                                    2002          2001
                                                 (Unaudited)

                                           <c>            <c>

ASSETS
Cash and due from banks                             $  6,469       $  6,500
Interest bearing deposits with banks                       4             50
Available-for-sale securities carried
  at estimated fair value                            174,397        178,099
Investment securities, held-to-
  maturity securities, estimated fair
  value of $6,679 and $5,986                           6,728          6,009
Loans, net of unearned income                        202,707        198,224
Allowance for loan losses                              3,040          2,922
                                                    ________       ________
Net loans                                           $199,667       $195,302
Bank premises and equipment                            3,229          3,275
Accrued interest receivable                            2,907          2,994
Other assets                                           1,879          1,243
                                                    ________       ________
  Total Assets                                      $395,280       $393,472
                                                    ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Non-interest bearing                              $ 26,068       $ 25,576
  Interest bearing                                   271,104        269,105
                                                    ________       ________
  Total deposits                                    $297,172       $294,681

Short-term borrowings                                 10,555         11,566
Long-term borrowings                                  45,250         45,250
Accrued interest and other expenses                    2,214          2,083
Other liabilities                                         59            196
                                                    ________       ________

  Total Liabilities                                 $355,250       $353,776

STOCKHOLDERS' EQUITY
Common stock, par value $2 per share                   5,867          5,867
Surplus                                                9,761          9,761
Retained earnings                                     27,527         26,450
Accumulated other comprehensive
  income (loss)                                          (28)           715
Less treasury stock at cost 100,000
  shares in 2001 and 2000                             (3,097)        (3,097)
                                                    ________       ________

  Total Stockholders' Equity                        $ 40,030       $ 39,696
                                                    ________       ________

  Total Liabilities and
    Stockholders' Equity                            $395,280       $393,472
                                                    ========       ========


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  1

<PAGE>

<TABLE>

                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE MONTHS ENDED March 31, 2002 AND 2001
                               (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                   2002           2001

                                         <c>             <c>
INTEREST INCOME
Interest and fees on loans                        $   3,715       $   3,949
Interest and dividend income
  on securities                                       2,676           2,647
Interest on deposits in banks                             1             101
                                                  _________       _________
  Total Interest Income                           $   6,392       $   6,697

INTEREST EXPENSE
Interest on deposits                              $   2,050       $   3,176
Interest on short-term borrowings                        48             112
Interest on long-term borrowings                        614             592
                                                  _________       _________
  Total Interest Expense                          $   2,712       $   3,880

Net interest income                               $   3,680       $   2,817
Provision for loan losses                               175             100
                                                  _________       _________
Net Interest Income After Provision
  for Loan Losses                                 $   3,505       $   2,717

OTHER INCOME
Service charges on deposit accounts               $     261       $     268
Other non-interest income                               149             200
Investment securities gains
  (losses) net                                          105              13
                                                  _________       _________
  Total Other Income                              $     515       $     481

OTHER EXPENSES
Salaries and employee benefits                    $   1,027       $     956
Net occupancy and fixed asset
  expense                                               248             262
Other non-interest expense                              541             483
                                                  _________       _________
  Total Other Expenses                            $   1,816       $   1,701

Income before income taxes                        $   2,204       $   1,497
Applicable income tax (benefit)                         532             294
Net Income                                        $   1,672       $   1,203

PER SHARE DATA
  Net Income                                      $     .59       $     .42
  Cash Dividends                                        .21             .20
  Weighted Average Shares
    Outstanding                                   2,833,727       2,833,727



See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  2

<PAGE>

<TABLE>

                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED March 31, 2002 AND 2001
                               (Unaudited)

<CAPTION>

(Amounts in thousands)                             2002           2001

                                          <c>            <c>
OPERATING ACTIVITIES
Net income                                          $  1,672       $  1,203
Adjustments to reconcile net income
  to net cash provided (used)
  by operating activities:
  Provision for loan losses                              175            100
  Provision for depreciation and
    amortization                                          91            107
  Premium amortization on investment
    securities                                           111             39
  Discount accretion on investment
    securities                                          (205)          (284)
  Gain on sale of mortgage loans                           0            (47)
  Proceeds from sale of mortgage loans                     0          3,949
  Originations of mortgage loans for
    resale                                            (3,022)          (692)
  (Gain) loss on sales of investment
    securities                                          (105)           (13)
  (Gain) loss on sale of other real
    estate owned                                           0              0
  Deferred income tax (benefit)                          (51)           (28)
  (Increase) decrease in interest
    receivable and other assets                         (188)          (489)
  Increase (decrease) in interest
    payable, accrued expenses and
    other liabilities                                     (5)            95
                                                    ________       ________
  NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES                            $ (1,527)      $  3,940

INVESTING ACTIVITIES
  Purchases of investment
    securities available-for-sale                   $(17,509)      $(32,782)
  Purchases of investment securities
    held-to-maturity                                    (983)             0
  Proceeds from sales of investment
    securities available-for-sale                     15,780         14,156
  Proceeds from maturities and
    redemptions of investment
    securities available for sale                      4,508          4,569
  Proceeds from maturities and
    redemption of investment
    securities held-to-maturity                          257          2,272
  Net (increase) decrease in loans                    (1,518)        (1,758)
  Purchase of premises and equipment                     (45)           (15)
  Proceeds from sale of other real
    estate owned                                          75              0
                                                    ________       ________
  NET CASH (USED) BY INVESTING
    ACTIVITIES                                      $    565       $(13,558)

FINANCING ACTIVITIES
  Net increase (decrease) in
    deposits                                        $  2,491       $ 18,678
  Net increase (decrease) in
    short-term borrowings                             (1,011)           327
  Net increase (decrease)in
    long-term borrowings                                   0         (1,000)
  Cash dividends                                        (595)          (567)
                                                    ________       ________
  NET CASH PROVIDED BY FINANCING
    ACTIVITIES                                      $    885       $ 17,438

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                  $    (77)      $  7,820
CASH AND CASH EQUIVALENTS,
  BEGINNING                                            6,550          9,161
                                                    ________       ________
CASH AND CASH EQUIVALENTS, ENDING                   $  6,473       $ 16,981

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION
  Cash paid during period for
   Interest                                         $  2,859       $  3,980
   Income Taxes                                          144             11


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  3

<PAGE>

              FIRST KEYSTONE CORPORATION AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2002
                             (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies of First Keystone Corporation and
Subsidiary (the "Corporation") are in accordance with accounting
principles generally accepted in the United States of America and
conform to common practices within the banking industry. The more
significant policies follow:

PRINCIPLES OF CONSOLIDATION
     The consolidated financial statements include the accounts of
First Keystone Corporation and its wholly-owned Subsidiary, The
First National Bank of Berwick (the "Bank"). All significant
        inter-company balances and transactions have been eliminated in
consolidation.

NATURE OF OPERATIONS
     The Corporation, headquartered in Berwick, Pennsylvania,
provides a full range of banking, trust and related services through
its wholly owned Bank subsidiary and is subject to competition from
other financial institutions in connection with these services. The
Bank serves a customer base which includes individuals, businesses,
public and institutional customers primarily located in the
Northeast Region of Pennsylvania. The Bank has nine full service
offices and 12 ATMs located in Columbia, Luzerne and Montour
Counties. The Corporation and its subsidiary must also adhere to
certain federal banking laws and regulations and are subject to
periodic examinations made by various federal agencies.

SEGMENT REPORTING
     The Corporation's banking subsidiary acts as an independent
community financial services provider, and offers traditional
banking and related financial services to individual, business and
government customers. Through its branch and automated teller
machine network, the Bank offers a full array of commercial and
retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage
loans; and the providing of other financial services. The Bank also
performs personal, corporate, pension and fiduciary services through
its Trust Department.
     Management does not separately allocate expenses, including the
cost of funding loan demand, between the commercial, retail, trust
and mortgage banking operations of the Corporation. Currently,
management measures the performance and allocates the resources of
First Keystone Corporation as a single segment.

USE OF ESTIMATES
     The preparation of these consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported
amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.

INVESTMENT SECURITIES
     The Corporation classifies its investment securities as either
"Held-to-Maturity" or "Available-for-Sale" at the time of purchase.
Debt securities are classified as Held-to-Maturity when the
Corporation has the ability and positive intent to hold the
securities to maturity. Investment securities Held-to-Maturity are
carried at cost adjusted for amortization of premium and accretion
of discount to maturity.
     Debt securities not classified as Held-to-Maturity and equity
securities are included in the Available-for-Sale category and are
carried at fair value. The amount of any unrealized gain or loss,
net of the effect of deferred income taxes, is reported as other
comprehensive income (loss) in the Consolidated Statement of
Stockholders' Equity. Management's decision to sell
        Available-for-Sale securities is based on changes in economic
conditions controlling the sources and applications of funds, terms,
availability of and yield of alternative investments, interest rate
risk and the need for liquidity.


                                4

<PAGE>

     The cost of debt securities classified as Held-to-Maturity or
Available-for-Sale is adjusted for amortization of premiums and
accretion of discounts to maturity. Such amortization and accretion,
as well as interest and dividends is included in interest income
from investments. Realized gains and losses are included in net
investment securities gains. The cost of investment securities sold,
redeemed or matured is based on the specific identification method.

LOANS
     Loans are stated at their outstanding unpaid principal
balances, net of deferred fees or costs, unearned income and the
allowance for loan losses. Interest on installment loans is
recognized as income over the term of each loan, generally, by the
"actuarial method". Interest on all other loans is primarily
recognized based upon the principal amount outstanding. Loan
origination fees and certain direct loan origination costs have been
deferred with the net amount amortized using the interest method
over the contractual life of the related loans as an interest yield
adjustment.
     Mortgage loans held for resale are carried at the lower of cost
or market on an aggregate basis. These loans are sold without
recourse to the Corporation.

Non-Accrual Loans - Generally, a loan is classified as non-accrual
and the accrual of interest on such a loan is discontinued when the
contractual payment of principal or interest has become 90 days past
due or management has serious doubts about further collectibility of
principal or interest, even though the loan currently is performing.
A loan may remain on accrual status if it is in the process of
collection and is either guaranteed or well secured. When a loan is
placed on non-accrual status, unpaid interest credited to income in
the current year is reversed and unpaid interest accrued in prior
years is charged against the allowance for loan losses. Certain
        non-accrual loans may continue to perform, that is, payments are still
being received. Generally, the payments are applied to principal.
These loans remain under constant scrutiny and if performance
continues, interest income may be recorded on a cash basis based on
management's judgement as to collectibility of principal.

Allowance for Loan Losses - The allowance for loan losses is
established through provisions for loan losses charged against
income. Loans deemed to be uncollectible are charged against the
allowance for loan losses and subsequent recoveries, if any, are
credited to the allowance.
     A principal factor in estimating the allowance for loan losses
is the measurement of impaired loans. A loan is considered impaired
when, based on current information and events, it is probable that
the Corporation will be unable to collect all amounts due according
to the contractual terms of the loan agreement. Under current
accounting standards, the allowance for loan losses related to
impaired loans is based on discounted cash flows using the effective
interest rate of the loan or the fair value of the collateral for
certain collateral dependent loans.
     The allowance for loan losses is maintained at a level
estimated by management to be adequate to absorb potential loan
losses. Management's periodic evaluation of the adequacy of the
allowance for loan losses is based on the Corporation's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of
any underlying collateral, composition of the loan portfolio,
current economic conditions, and other relevant factors. This
evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to
significant change.

PREMISES AND EQUIPMENT
     Premises and equipment are stated at cost less accumulated
depreciation computed principally on the straight-line method over
the estimated useful lives of the assets. Maintenance and minor
repairs are charged to operations as incurred. The cost and
accumulated depreciation of the premises and equipment retired or
sold are eliminated from the property accounts at the time of
retirement or sale, and the resulting gain or loss is reflected in
current operations.

MORTGAGE SERVICING RIGHTS
     The Corporation originates and sells real estate loans to
investors in the secondary mortgage market. After the sale, the
Corporation retains the right to service these loans. When
originated mortgage loans are sold and servicing is retained, a
servicing asset is capitalized based on relative fair value at the
date of sale. Servicing assets are amortized as an offset to other
fees in proportion to, and over the period of, estimated net
servicing income. The unamortized cost is included in other assets
in the accompanying consolidated balance sheet. The servicing rights
are periodically evaluated for impairment based on their relative
fair value.


                                5

<PAGE>

FORECLOSED ASSETS HELD FOR SALE
     Real estate properties acquired through, or in lieu of, loan
foreclosure are held for sale and are initially recorded at fair
value on the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell and is included in other
assets. Revenues derived from and costs to maintain the assets and
subsequent gains and losses on sales are included in other
        non-interest income and expense.

INVESTMENT IN REAL ESTATE VENTURE
     In October of 2000, the Bank became a limited partner in a real
estate venture that owns and operates an affordable residential
        low-income housing apartment building for elderly residents. The
investment is accounted for under the effective yield method under
the Emerging Issues Task Force (EITF) 94-1 "Accounting for Tax
Benefits Resulting from Investments in Affordable Housing Projects".
The carrying value of the investment as of March 31, 2002, and
December 31, 2001, was $603,395 and $617,284, respectively, and is
carried in Other Assets in the accompanying consolidated balance
sheet.

INCOME TAXES
     The provision for income taxes is based on the results of
operations, adjusted primarily for tax-exempt income. Certain items
of income and expense are reported in different periods for
financial reporting and tax return purposes. Deferred tax assets and
liabilities are determined based on the differences between the
consolidated financial statement and income tax bases of assets and
liabilities measured by using the enacted tax rates and laws
expected to be in effect when the timing differences are expected to
reverse. Deferred tax expense or benefit is based on the difference
between deferred tax asset or liability from period to period.

STOCK BASED COMPENSATION
     The Corporation accounts for stock options and shares issued
under the Stock Option Incentive Plan in accordance with Accounting
Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued
to Employees". Under this method no compensation expense is
recognized for stock options when the exercise price equals the fair
value of the options at the grant date. Under provisions of
Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock Based Compensation", the fair value of a stock
option is required to be recognized as compensation expense over the
service period (generally the vesting period). As permitted under
SFAS No. 123 the Corporation has elected to continue to account for
its stock option plan in accordance with APB No. 25.

PER SHARE DATA
     Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings Per Share, requires dual presentation of basic and fully
diluted earnings per share. Basic earnings per share is calculated
by dividing net income by the weighted average number of shares of
common stock outstanding at the end of each period. Diluted earnings
per share is calculated by increasing the denominator for the
assumed conversion of all potentially dilutive securities. The
Corporation's dilutive securities are limited to stock options which
currently have no effect on earnings per share since the market
price per share historically has not been greater than the lowest
stock option exercise price.
     Per share data has been adjusted retroactively for stock splits
and stock dividends.

CASH FLOW INFORMATION
     For purposes of reporting consolidated cash flows, cash and
cash equivalents include cash on hand and due from other banks and
interest bearing deposits in other banks. The Corporation considers
cash classified as interest bearing deposits with other banks as a
cash equivalent since they are represented by cash accounts
essentially on a demand basis.

TRUST ASSETS AND INCOME
     Property held by the Corporation in a fiduciary or agency
capacity for its customers is not included in the accompanying
consolidated financial statements since such items are not assets of
the Corporation. Trust Department income is generally  recognized on
a cash basis and is not materially different than if it were
reported on an accrual basis.


                                6

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS
     Statement of Financial Accounting Standards (SFAS) No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities", is generally effective for
transactions occurring after March 31, 2001. For recognition and
reclassification of collateral and for disclosure related to
securitization transactions and collateral, the effective date is
for fiscal years ending after December 15, 2000. SFAS No. 140
replaces SFAS No. 125 and provides revisions to the standards for
accounting and requirements for certain disclosures relating to
securitzations and other transfers of financial assets. The standard
does not have any impact on the Corporation's consolidated financial
condition or results of operations.

REPORTING FORMAT
     Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2002 consolidated financial statements. Such
reclassifications have no effect on the Corporation's consolidated
financial condition or net income.


NOTE 2.  ALLOWANCE FOR LOAN LOSSES

     Changes in the allowance for loan losses for the periods ended
March 31, 2002, and March 31, 2001, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)

                                              2002          2001

                                       <c>           <c>
Balance, January 1                               $2,922        $2,702
Provision charged to operations                     175           100
Loans charged off                                   (62)         (165)
Recoveries                                            5            11
                                                               ______   ______
Balance, March 31                                $3,040        $2,648
                                                               ======   ======
</TABLE>


     At March 31, 2002, the recorded investment in loans that are
considered to be impaired as defined by SFAS No. 114 was $148,389.
No additional charge to operations was required to provide for the
impaired loans since the total allowance for loan losses is
estimated by management to be adequate to provide for the loan loss
allowance required by SFAS No. 114 along with any other potential
losses.
     At March 31, 2002, there were no significant commitments to
lend additional funds with respect to non-accrual and restructured
loans.


NOTE 3.  SHORT-TERM BORROWINGS

     Federal funds purchased, securities sold under agreements to
repurchase and Federal Home Loan Bank advances generally represent
overnight or less than 30-day borrowings. U.S. Treasury tax and loan
notes for collections made by the Bank are payable on demand.


NOTE 4.  LONG-TERM BORROWINGS

     Long-term borrowings are comprised of advances from the Federal
Home Loan Bank (FHLB). Under terms of a blanket agreement,
collateral for the loans are secured by certain qualifying assets of
the Corporation's banking subsidiary which consist principally of
first mortgage loans and certain investment securities.


                                7

<PAGE>

NOTE 5.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
         AND CONCENTRATIONS OF CREDIT RISK

     The Corporation is a party to financial instruments with
        off-balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The contract or notional amounts of
those instruments reflect the extent of involvement the Corporation
has in particular classes of financial instruments. The Corporation
does not engage in trading activities with respect to any of its
financial instruments with off-balance sheet risk.
     The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is
represented by the contractual notional amount of those instruments.
     The Corporation uses the same credit policies in making
commitments and conditional obligations as it does for on-balance
sheet instruments.
     The Corporation may require collateral or other security to
support financial instruments with off-balance sheet credit risk.
The contract or notional amounts at March 31, 2002, and December 31,
2001, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
   March 31,                            December 31,
    2002                                    2001
   _______                                 _________

                                   <c>            <c>
Financial instruments whose
 contract amounts represent
 credit risk:
 Commitments to extend credit                 $22,363         $21,853
 Standby letters of credit                      2,584           2,589

</TABLE>


     Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses that may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Corporation
evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter-party. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and income-producing commercial properties.
     Standby letters of credit are conditional commitments issued by
the Corporation to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers. The Corporation may hold collateral to
support standby letters of credit for which collateral is deemed
necessary.
     The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne and Montour, Pennsylvania.  It is management's
opinion that the loan portfolio was well balanced and diversified at
March 31, 2002, to the extent necessary to avoid any significant
concentration of credit risk.  However, its debtors ability to honor
their contracts may be influenced by the region's economy.


                                8

<PAGE.

NOTE 6.  STOCKHOLDERS' EQUITY

     Changes in Stockholders' Equity for the period ended March 31,
2002, were are follows:

<TABLE>
<CAPTION>

(Amounts in thousands, except common share data)

                                         Common          Common
                                         Shares         Stock        Surplus
                                         ______          ______      _______


                                  <c>              <c>          <c>
Balance at January 1, 2002                2,933,727        $5,867       $9,761

Comprehensive Income:
  Net Income
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax
    effects
  Total Comprehensive
    income (loss)
Cash dividends -
  $.21 per share

                                          _________        ______       ______
Balance at March 31, 2002                 2,933,727        $5,867       $9,761



<CAPTION>

(Amounts in thousands, except common share data)

                                                                                         Accumulated
                                     Compre-                       Other
                                     hensive       Retained   Comprehensive
                                     Income         Earnings   Income (Loss)
                                    ________       ________   _____________


                               <c>           <c>            <c>
Balance at January 1, 2002                           $26,450        $  715

Comprehensive Income:
  Net Income                           $1,672          1,672
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax
    effects                              (743)                        (743)
                                       ______
  Total Comprehensive
    income (loss)                      $  929
                                       ======
Cash dividends -
  $.21 per share                                        (595)
                                                     _______         _____
Balance at March 31, 2002                            $27,527         $ (28)


<CAPTION>

(Amounts in thousands, except common share data)

                                                Treasury
                                                  Stock         Total
                                                 ______         _____


                                          <c>            <c>
Balance at January 1, 2002                        $(3,097)       $39,696

Comprehensive Income:
  Net Income                                                       1,672
    Change in unrealized
    gain (loss) on
    investment securities
    available-for-sale,
    net of reclassification
    adjustment and tax
    effects                                                         (743)
  Total Comprehensive
    income (loss)
Cash dividends -
  $.21 per share                                                    (595)
                                                  _______        _______
Balance at March 31, 2002                         $(3,097)       $40,030

</TABLE>




NOTE 7.  MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED TO
         BE PROVIDED WITH FORM 10Q FILING

     In management's opinion, the consolidated interim financial
statements reflect fair presentation of the consolidated financial
position of First Keystone Corporation and Subsidiary, and the
results of their operations and their cash flows for the interim
periods presented.  Further, the consolidated interim financial
statements are unaudited; however they reflect all adjustments,
which are in the opinion of management, necessary to present fairly
the consolidated financial condition and consolidated results of
operations and cash flows for the interim periods presented and that
all such adjustments to the consolidated financial statements are of
a normal recurring nature.  The independent accountants, J. H.
Williams & Co., LLP, reviewed these consolidated financial
statements as stated in their accompanying review report.
     The results of operations for the three-month period ended
March 31, 2002, are not necessarily indicative of the results to be
expected for the full year.
     These consolidated interim financial statements have been
prepared in accordance with requirements of Form 10Q and therefore
do not include all disclosures normally required by generally
accepted accounting principles applicable to financial institutions
as included with consolidated financial statements included in the
Corporation's annual Form 10K filing.  The reader of these
consolidated interim financial statements may wish to refer to the
Corporation's annual report or Form 10K for the period ended
December 31, 2001, filed with the Securities and Exchange
Commission.


                                9


<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of First Keystone Corporation:


We have reviewed the accompanying consolidated balance sheet of
First Keystone Corporation and Subsidiary as of March 31, 2002, and
the related consolidated statements of income and cash flows for the
three-month periods ended March 31, 2002, and 2001.  These
consolidated financial statements are the responsibility of the
management of First Keystone Corporation and Subsidiary.

We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated
balance sheet of First Keystone Corporation and Subsidiary as of
December 31, 2001, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated January 10, 2002, we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 2001, is
fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.




/S/ J. H. Williams & Co., LLP
J. H. Williams & Co., LLP




Kingston, Pennsylvania
April 23, 2002


                               10

<PAGE>

Item 2.  First Keystone Corporation Management's Discussion
         and Analysis of Financial Condition and Results of
         Operation as of March 31, 2002



     This quarterly report contains certain forward-looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995), which reflect management's beliefs and expectations
based on information currently available. These forward-looking
statements are inherently subject to significant risks and
uncertainties, including changes in general economic and financial
market conditions, the Corporation's ability to effectively carry
out its business plans and changes in regulatory or legislative
requirements. Other factors that could cause or contribute to such
differences are changes in competitive conditions, and pending or
threatened litigation. Although management believes the expectations
reflected in such forward-looking statements are reasonable, actual
results may differ materially.


RESULTS OF OPERATIONS

     First Keystone Corporation realized earnings for the first
quarter of 2002 of $1,672,000, an increase of $469,000, or 39.0%
over the first quarter of 2001.  The increase in net income for the
first quarter of 2002 was primarily the result of an increase of
$863,000, or 30.6% in net-interest income from reduced deposit costs
and an increase in total other income of $34,000, or 7.1%.  The
widening of our net interest margin resulted in increased net
interest income.  On a per share basis, net income per share
increased to $.59 for the first three months of 2002 compared to
$.42 for the first three months of 2001, while dividends increased
to $.21 per share up from $.20 in 2001, or an increase of 5.0%.

     Year-to-date net income annualized amounts to a return on
average common equity of 16.21% and a return on assets of 1.70%.
For the three months ended March 31, 2001, these measures were
12.87% and 1.30%, respectively on an annualized basis.


NET INTEREST INCOME

     The major source of operating income for the Corporation is net
interest income, defined as interest income less interest expense.
In the first quarter of 2002, interest income amounted to
$6,392,000, a decrease of $305,000 or 4.6% over the first quarter of
2001, while interest expense amounted to $2,712,000 in the first
quarter of 2002, a decrease of $1,168,000, or 30.1% over the first
quarter of 2001.  As a result, net interest income increased
$863,000, or 30.6% over the first quarter of 2001.

     Our net interest margin for the quarter ended March 31, 2002,
was 4.17% compared to 3.48% for the quarter ended March 31, 2001.


PROVISION FOR LOAN LOSSES

     The provision for loan losses for the quarter ended March 31,
2002, was $175,000, compared to the $100,000 provision for the first
quarter of 2001.  Net charge-offs totaled $57,000 for the three
months ended March 31, 2002, as compared to $154,000 for the first
three months of 2001.  The allowance for loan losses as a percentage
of loans, net of unearned interest, was 1.50% as of March 31, 2002,
as compared to 1.47% as of December 31, 2001.


NON-INTEREST INCOME

     Total non-interest income or other income was $515,000 for the
quarter ended March 31, 2002, as compared to $481,000 for the
quarter ended March 31, 2001, an increase of $34,000, or 7.1%.
Excluding investment security gains and losses, non-interest income
was $410,000 for the first quarter of 2002, a decrease of $58,000
over the first quarter of 2001.   A decrease in service charges on
deposit accounts and a decrease in other non-interest income, were
the primary reasons for the decrease in non-interest income before
security gains.


                               11

<PAGE>

NON-INTEREST EXPENSES

     Total non-interest expenses, or other expenses, was $1,816,000
for the quarter ended March 31, 2002, as compared to $1,701,000 for
the quarter ended March 31, 2001.  The increase of $115,000, or 6.8%
is comprised of salary and benefits increasing $71,000, occupancy
expense decreasing $14,000, and other non-interest expense
increasing $58,000.

     Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non-interest
expenses.  Salaries and benefits amounted to $1,027,000, or 56.6% of
total non-interest expense for the three months ended March 31,
2002, as compared to 56.2% for the first three months of 2001.
Other non-interest expenses amounted to $541,000 for the three
months ended March 31, 2002, an increase of $58,000, or 12.0% over
the first three months of 2001.  Even with the increase in our non-interest
        expense in the first quarter, our overall non-interest
expense is less than 2% of average assets on an annualized basis,
which places us among the leaders of our peer financial institutions
at controlling total non-interest expense.


INCOME TAXES

     Effective tax planning has helped produce favorable net income.
The effective total income tax rate was 24.1% for the first quarter
of 2002 as compared to 19.6% for the first quarter of 2001.   The
increase in our effective tax rate in the first quarter of 2002 was
due primarily to the limited opportunities to purchase municipal
(tax-free investments) securities at relatively attractive interest
rates.


ANALYSIS OF FINANCIAL CONDITION

ASSETS

     Total assets increased to $395,280,000 as of March 31, 2002, an
increase of $1,808,000, or 0.5% over year-end 2001.  Total deposits
increased to $297,172,000 as of March 31, 2002, an increase of
$2,491,000, or 0.8% over year-end 2001.

     With the increase in total deposits, the Corporation did not
increase borrowed funds.  Short-term borrowings decreased to
$10,555,000 as of March 31, 2002, as compared to $11,566,000 as of
December 31, 2001.  Long-term borrowings were unchanged from year-end 2001.


EARNING ASSETS

     Our primary earning asset, loans, net of unearned income
increased to $202,707,000 as of March 31, 2002, up $4,483,000, or
2.3% since year-end 2001.  The loan portfolio continues to be well
diversified and overall asset quality remains strong with past-due
loans and non-performing assets remaining relatively stable.

     Our investment portfolio decreased in size from December 31,
2001, to March 31, 2002.  Held-to-maturity securities amounted to
$6,728,000 as of March 31, 2002, an increase of $219,000 from
December 31, 2001.  However, available-for-sale securities amounted
to $174,397,000 as of March 31, 2002, a decrease of $3,702,000, or
2.1% from year-end 2001.  Cash and due from banks, along with
interest bearing deposits with banks remained stable as of March 31,
2002, with little change from year-end.


                               12

<PAGE>

ALLOWANCE FOR LOAN LOSSES

     Management performs a quarterly analysis to determine the
adequacy of the allowance for loan losses.  The methodology in
determining adequacy incorporates specific and general allocations
together with a risk/loss analysis on various segments of the
portfolio according to an internal loan review process.  Management
maintains its loan review and loan classification standards
consistent with those of its regulatory supervisory authority.
Management feels, considering the conservative portfolio
composition, which is largely composed of small retail loans
(mortgages and installments) with minimal classified assets, low
delinquencies, and favorable loss history, that the allowance for
loan loss is adequate to cover foreseeable future losses.

     Any loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been disclosed under
Industry Guide 3 do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially
impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which management is aware of
any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment
terms.

     The Corporation was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 5 above for details.


NON-PERFORMING ASSETS

     Non-performing assets consist of non-accrual and restructured
loans, other real estate and foreclosed assets, together with loans
past-due 90 days or more and still accruing.  As of March 31, 2002,
total non-performing assets were $1,456,000 as compared to
$1,394,000 on December 31, 2001.  Non-performing assets to total
loans and foreclosed assets was .73% as of March 31, 2002, and .70%
as of December 31, 2001.

     Interest income received on non-performing loans as of March
31, 2002, was $749 compared to $72,382 as of December 31, 2001.
Interest income, which would have been recorded on these loans under
the original terms as of March 31, 2002, and December 31, 2001, were
$28,534 and $93,258, respectively.  As of March 31, 2002 and
December 31, 2001, there was no outstanding commitments to advance
additional funds with respect to these non-performing loans.


DEPOSITS AND OTHER BORROWED FUNDS

     As indicated previously, total deposits increased $2,491,000 as
non-interest bearing deposits increased by $492,000 and interest
bearing deposits increased by $1,999,000 as of March 31, 2002, from
year-end 2001.  Total short-term and long-term borrowings declined
by $1,011,000 from year-end 2001.


CAPITAL STRENGTH

     Normal increases in capital are generated by net income, less
cash dividends paid out.  Also, accumulated other comprehensive
income derived from net unrealized losses on investment securities
available-for-sale decreased shareholders' equity, or capital, net
of taxes by $28,000 as of March 31, 2002.  Net unrealized gains on
investment securities available for sale increased shareholders'
equity by $715,000 as of December 31, 2001.  Our stock repurchase
plan indicates 100,000 shares being repurchased as of March 31, 2002
and December 31, 2001.  This had an effect of our reducing our total
stockholders' equity by $3,097,000 as of both March 31, 2002 and
December 31, 2001.  Total stockholders' equity was $40,030,000 as of
March 31, 2002, compared to $39,696,000 as of December 31, 2001.


                               13

<PAGE>

     Leverage ratio and risk based capital ratios remain very
strong.  As of March 31, 2002, our leverage ratio was 10.03% as
compared to 9.79% as of December 31, 2001.  In addition, Tier 1 risk
based capital and total risk based capital ratio as of March 31,
2002, were 15.46% and 16.76%, respectively.  The same ratios as of
December 31, 2001, were 15.01% and 16.26%, respectively.


LIQUIDITY

     The liquidity position of the Corporation remains adequate to
meet customer loan demand and deposit fluctuation.  Managing
liquidity remains an important segment of asset liability
management.  Our overall liquidity position is maintained by an
active asset liability management committee.

     Management feels its current liquidity position is
satisfactorily given a very stable core deposit base which has
increased annually.  Secondly, our loan payments and principal
paydowns on our mortgage backed securities provide a steady source
of funds.  Also, short-term investments and maturing investment
securities represent additional sources of liquidity.  Finally,
short-term borrowings are readily accessible at the Federal Reserve
Bank, Atlantic Central Bankers Bank, or the Federal Home Loan Bank.


                               14

<PAGE>

                     PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

              None.


     Item 2.  Changes in Securities

              None.


     Item 3.  Defaults Upon Senior Securities

              None.


     Item 4.  Submission of Matters to a Vote of Security Holders

              Annual Meeting of Shareholders of First Keystone
              Corporation held on Tuesday, April 16, 2002, at 10:00
              a.m.


<TABLE>
<CAPTION>

                                                     Votes        Votes
Directors Elected                   Votes For       Against      Withheld
_________________                   _________        ______      _______

                             <c>              <c>             <c>
Don E. Bower                    2,106,444        25,588          0
John L. Coates                  2,102,800        29,232          0
Dudley P. Cooley                2,105,869        26,163          0


<CAPTION>
                                                 Broker
Directors Elected               Abstentions      Non-Votes
_________________               ___________      _________

                             <c>              <c>
Don E. Bower                    0                0
John L. Coates                  0                0
Dudley P. Cooley                0                0

</TABLE>


Directors Continuing:
____________________
Budd L. Beyer, term expires in 2003
Frederick E. Crispin, Jr., term expires in 2003
Jerome F. Fabian, term expires in 2003
Robert J. Wise, term expires in 2003
John Arndt, term expires in 2004
J. Gerald Bazewicz, term expires in 2004
Robert E. Bull, term expires in 2004

Matters Voted Upon:
__________________
Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.

Votes For - 2,095,838
Votes Against - 26,766
Votes Withheld -  0
Abstentions - 9,428
Broker Non-Votes -  0


     Item 5.  Other Information

              None.


                               15

<PAGE>

     Item 6.  Exhibits and Reports on Form 8-K

              (a)  Exhibits required by Item 601 Regulation S-K


Exhibit Number        Description of Exhibit

3i                    Articles of Incorporation, as amended
                      (Incorporated by reference to Exhibit 3(i) to
                      the Registrant's Report on Form 10-Q for the
                      quarter ended March 31, 2001)

3ii                   By-Laws, as amended (Incorporated by
                      reference to Exhibit 3(ii) to the
                      Registrant's Report on Form 10-Q for the
                      quarter ended March 31, 2001)

10.1               Supplemental Employee Retirement Plan
                        (Incorporated by reference to Exhibit 10 to
                        Registrant's Annual Report on Form 10-K for
                         the year ended December 31, 2000)

10.2                 Management Incentive Compensation Plan
                          (Incorporated by reference to Exhibit 10 to
                          Registrant's Report on Form 10-Q for the
                          quarter ended September 30, 2001)

10.3                   Profit Sharing Plan (Incorporated by
                           reference to Exhibit 10 to Registrant's
                           Report on Form 10-Q for the quarter ended
                           September 30, 2001)

10.4                    First Keystone Corporation 1998 Stock
                            Incentive Plan (Incorporated by reference to
                            Exhibit 10 to Registrant's Report on
                                       Form 10-Q for the quarter ended
                                      September 30, 2001)

 11                   Statement RE:  Computation of Earnings Per
                         Share.


          (b)  During the quarter ended March 30, 2002, the
registrant filed the following reports on Form 8-K:

Date of Report     Item     Description
______________     ____     ___________
April 30, 2002       5      Press release announcing First Quarter
                            Earnings


                               16

<PAGE>

                      FIRST KEYSTONE CORPORATION

                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                             FIRST KEYSTONE CORPORATION
                             Registrant


May 8, 2002                  /s/ J. Gerald Bazewicz
                             J. Gerald Bazewicz
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)



May 8, 2002                  /s/ David R. Saracino
                             David R. Saracino
                             Treasurer/Assistant Secretary
                             (Principal Accounting Officer)


                               17

<PAGE>

                          INDEX TO EXHIBITS

Exhibit            Description
_______            ___________
3i                 Articles of Incorporation, as amended
                   (Incorporated by reference to Exhibit 3(i) to
                   the Registrant's Report on Form 10-Q for the
                   quarter ended March 31, 2001)

3ii                By-Laws, as amended (Incorporated by reference
                   to Exhibit 3(ii) to the Registrant's Report on
                   Form 10-Q for the quarter ended March 31, 2001)

9                  None.

10.1               Supplemental Employee Retirement Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Annual Report on Form 10-K for the
                   year ended December 31, 2000)

10.2               Management Incentive Compensation Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10-Q for the quarter
                   ended September 30, 2001)

10.3             Profit Sharing Plan (Incorporated by reference
                     to Exhibit 10 to Registrant's Report on Form
                               10-Q for the quarter ended September 30, 2001)

10.4           First Keystone Corporation 1998 Stock Incentive
                   Plan (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10-Q for the quarter
                   ended September 30, 2001)

11                 Compensation of Earning Per Share


                               18